The Problem with Board Meeting Packs

Whitepaper

February 2021

002

Introduction 03

So why do many board packs fall short 04

How Can Board Pack Shortcomings Be Fixed 08

About BoardWorks 17

About BoardPro 18

Table of Contents

003

01 ldquoOur board gets too much and itrsquos mostly the wrong stuffrdquo That is a common refrain in conversations many Australasian directors have about their board meeting materials Our research confirms that this is also a widely held concern in other parts of the world For example a report just released in the UK concluded that 64 of a wide cross-section of boards had to work on board packs that did not support focused conversations about priority issues1

01 Introduction

1 Board Intelligence Effective Board Reporting ndash the Findings E-book

002

Introduction 03

So why do many board packs fall short 04

How Can Board Pack Shortcomings Be Fixed 08

About BoardWorks 17

About BoardPro 18

Table of Contents

003

01 ldquoOur board gets too much and itrsquos mostly the wrong stuffrdquo That is a common refrain in conversations many Australasian directors have about their board meeting materials Our research confirms that this is also a widely held concern in other parts of the world For example a report just released in the UK concluded that 64 of a wide cross-section of boards had to work on board packs that did not support focused conversations about priority issues1

01 Introduction

1 Board Intelligence Effective Board Reporting ndash the Findings E-book

003

01 ldquoOur board gets too much and itrsquos mostly the wrong stuffrdquo That is a common refrain in conversations many Australasian directors have about their board meeting materials Our research confirms that this is also a widely held concern in other parts of the world For example a report just released in the UK concluded that 64 of a wide cross-section of boards had to work on board packs that did not support focused conversations about priority issues1

01 Introduction

1 Board Intelligence Effective Board Reporting ndash the Findings E-book

02

004

02So why do many board packs fall short

1 Board packs are too big They contain more material than directors can reasonably be expected to review and absorb in preparation for a board meeting This is partly a consequence of legislation and regulation that has increased board compliance obligations and performance expectations However the trend to digital board packs has added to the problem Without the hassle of copying printing and posting hard-copy board meeting materials there is no natural counter to managementrsquos incentive to ensure their board is lsquofully informedrsquo Given the reading time required and the increasing complexity of the issues boards need to get on top of it is increasingly likely that directors arriving at a board meeting will not have fully processed what they have been given Increasingly directors feel forced to be selective in what they pay attention to even though such pragmatism creates risk Should they find their actions and decisions subject to judicial review they will likely find weight is attached to every last word in the board pack

005

2 Much of their content lacks relevance Perhaps the most common complaint from directors is that too much of the board pack content is operational detail Ironically managers who put this content forward then complain about boards micromanaging and meddling in operations The bigger problem is that the boardrsquos attention is distracted away from matters it has not or cannot delegate to management to those it has Another common problem is the high proportion of many board packs that are just lsquofor informationrsquo Much of that so-called information is lsquonice to knowrsquo in the boardrsquos hands rather than lsquoneed to knowrsquo The problem starts with performance measures that focus on past activity

3 Too much board reporting is backward looking A board can only influence what has not yet happened Strategic and generative thinking policy making and risk characterisation ndash these are key board tasks and inherently future facing Contrarily much of the content of a typical board pack describes what has happened when it is no longer possible to influence the outcome2 Boards of course do need to monitor organisational achievement to check performance is on track There are also lessons to be learned from experience The problem is that too little of this backward looking reporting has an evaluative dimension that would capitalise on that opportunity

4 There is too much data and too little information It is frustrating for directors to be faced with a lsquodata dumprsquo with precious little analysis and insight The absence of an explanation of the relevance and implications of what management is putting in front of the board forces directors to pose a whole lot of questions that should not be necessary For example lsquoWhy are you giving us this What do you think that data is telling us What are its implications What options does it open up for us What threats does it suggest are on the horizon What are the assumptions on which this recommendation is based

2 Australian Institute of Corporate Directors What can be done about expanding board packs and information overload 11 April 2019

005

2 Much of their content lacks relevance Perhaps the most common complaint from directors is that too much of the board pack content is operational detail Ironically managers who put this content forward then complain about boards micromanaging and meddling in operations The bigger problem is that the boardrsquos attention is distracted away from matters it has not or cannot delegate to management to those it has Another common problem is the high proportion of many board packs that are just lsquofor informationrsquo Much of that so-called information is lsquonice to knowrsquo in the boardrsquos hands rather than lsquoneed to knowrsquo The problem starts with performance measures that focus on past activity

3 Too much board reporting is backward looking A board can only influence what has not yet happened Strategic and generative thinking policy making and risk characterisation ndash these are key board tasks and inherently future facing Contrarily much of the content of a typical board pack describes what has happened when it is no longer possible to influence the outcome2 Boards of course do need to monitor organisational achievement to check performance is on track There are also lessons to be learned from experience The problem is that too little of this backward looking reporting has an evaluative dimension that would capitalise on that opportunity

4 There is too much data and too little information It is frustrating for directors to be faced with a lsquodata dumprsquo with precious little analysis and insight The absence of an explanation of the relevance and implications of what management is putting in front of the board forces directors to pose a whole lot of questions that should not be necessary For example lsquoWhy are you giving us this What do you think that data is telling us What are its implications What options does it open up for us What threats does it suggest are on the horizon What are the assumptions on which this recommendation is based

2 Australian Institute of Corporate Directors What can be done about expanding board packs and information overload 11 April 2019

006

5 The purpose of reports is not clear As they review the board pack content ahead of a meeting directors often find themselves puzzling about the purpose of a report or proposal Without a pointer to the reason a document is in the board pack there is no clear starting point for their preparation If there is no recommendation at the head of the paper the action expected of the board is not clear Also there is often no context offered that would explain where the paper is kicking off from (eg a policy or past decision) and why the issue has a level of materiality that justifies the boardrsquos attention

6 Papers are poorly written We can include a number of shortcomings here For example too many board papers do not tell a story They lack a narrative structure that drives from a problem definition to an analysis to a review of options and finally a conclusion and recommendation There is a wide but mistaken belief that presenting board papers as a series of bullet points will somehow make the paper shorter and easier to understand Neuroscience tells us the opposite is more likely It is also common to see technical language jargon and acronyms that make the material impenetrable to many members of the board Excessive use of unexplained adjectives (lsquostrategicrsquo lsquostrongrsquo lsquopromisingrsquo etc) that are likely to mean different things to different people in the meeting is another problem

7 Board pack content is poorly presented Inconsistent formatting reflecting the preferences and idiosyncrasies of individual authors makes progress through a board pack more difficult We see small font content squashed onto the page with few headings to expose structure and too little white space to break it up This might marginally reduce the number of pages but greatly increases reading difficulty Documents conceived in paper form often do not transfer well to small tablet screens (spreadsheets especially) The trend in some organisations to dress board packs up with infographics and garish colours detracts from rather than enhances understanding Inadequate indexing and pagination make

007

it difficult ndash particularly in digital form - to navigate through the pack Basic proof reading errors are not only a distraction but reduce confidence in the content and the author

The upshot of these shortcomings is serious because

1 Board meeting time is not being put to its most productive use Too much of a board meeting has to be spent trying to figure out what are the main issues (if any) for discussion and decision

2 To the extent directors are engaging with their board packs they are likely skipping over much of the content either because of excessive length or the lsquoindigestibilityrsquo of the contents They are at risk of missing the key points

3 Boards are not having the right conversations ndash at best they are spectators to management activity (after the fact) at the expense of delivering to the effective direction and control of their organisations Effective boards work lsquoonrsquo the business not lsquoinrsquo the business

4 That board packs are widely panned as unfit for purpose underlines a major board performance problem However rather than is usually the case - blaming management for board pack deficiencies - boards should be looking to their own culpability We will pursue that idea later in the paper and offer some ideas on how board pack shortcomings can be fixed

03 Wersquove described above a series of common concerns directors express about shortcomings in board meeting packs While directors are expected to use their initiative to access other relevant sources of information the board meeting pack is the single most important channel for the information most boards rely on To be effective therefore boards need meeting packs that contain relevant and reliable information available when they need it and in sufficient quantity They also need it in a form they can engage with efficiently and still emerge with the level of understanding they need

That board packs are widely panned as unfit for purpose underlines a major board performance problem Rather than is usually the case - blaming management for board pack deficiencies - boards should be looking among other things to their own culpability But management too has a part to play So where should we start

008

03How Can Board Pack Shortcomings Be Fixed

Improve board alignment and discipline

Management operates under authority delegated by the board Therefore to a considerable extent the board must do its job first It must express itself clearly to management about what it needs to know to discharge its core responsibility to direct and control the organisation The content of board papers their format timeliness and length are therefore matters on which the board should set expectations and provide direction to management on what is required For instance specifying templates such as the BoardPro CEO Report Template3 (rated 1 on Google) is a great starting point

Often the problem with overloaded board packs and excessively long board papers is that directors have never systematically considered and agreed what information the board needs On top of that boards tend to treat management time as a lsquofree goodrsquo They are often too quick to ask management for additional information without questioning (or being questioned) whether the result will be worth the resource required Board requests to management for more information are often no more than a tactic to move a meeting on or to indulge a particular directorrsquos hobby horse

Boards also need to agree on performance metrics that are relevant at the board level These should flow easily from the kind of high level statement of purpose and strategic outcomes that are fundamental to the boardrsquos fulfilment of its direction giving responsibility4

009

3 httpswwwboardprohubcomblogwriting-a-ceo-report-that-delights-your-bo-ard

4 Graeme Nahkies lsquoWhy your current strategic plan is probably little use as a gover-nance toolrsquo

007

it difficult ndash particularly in digital form - to navigate through the pack Basic proof reading errors are not only a distraction but reduce confidence in the content and the author

The upshot of these shortcomings is serious because

1 Board meeting time is not being put to its most productive use Too much of a board meeting has to be spent trying to figure out what are the main issues (if any) for discussion and decision

2 To the extent directors are engaging with their board packs they are likely skipping over much of the content either because of excessive length or the lsquoindigestibilityrsquo of the contents They are at risk of missing the key points

3 Boards are not having the right conversations ndash at best they are spectators to management activity (after the fact) at the expense of delivering to the effective direction and control of their organisations Effective boards work lsquoonrsquo the business not lsquoinrsquo the business

4 That board packs are widely panned as unfit for purpose underlines a major board performance problem However rather than is usually the case - blaming management for board pack deficiencies - boards should be looking to their own culpability We will pursue that idea later in the paper and offer some ideas on how board pack shortcomings can be fixed

03 Wersquove described above a series of common concerns directors express about shortcomings in board meeting packs While directors are expected to use their initiative to access other relevant sources of information the board meeting pack is the single most important channel for the information most boards rely on To be effective therefore boards need meeting packs that contain relevant and reliable information available when they need it and in sufficient quantity They also need it in a form they can engage with efficiently and still emerge with the level of understanding they need

That board packs are widely panned as unfit for purpose underlines a major board performance problem Rather than is usually the case - blaming management for board pack deficiencies - boards should be looking among other things to their own culpability But management too has a part to play So where should we start

008

03How Can Board Pack Shortcomings Be Fixed

Improve board alignment and discipline

Management operates under authority delegated by the board Therefore to a considerable extent the board must do its job first It must express itself clearly to management about what it needs to know to discharge its core responsibility to direct and control the organisation The content of board papers their format timeliness and length are therefore matters on which the board should set expectations and provide direction to management on what is required For instance specifying templates such as the BoardPro CEO Report Template3 (rated 1 on Google) is a great starting point

Often the problem with overloaded board packs and excessively long board papers is that directors have never systematically considered and agreed what information the board needs On top of that boards tend to treat management time as a lsquofree goodrsquo They are often too quick to ask management for additional information without questioning (or being questioned) whether the result will be worth the resource required Board requests to management for more information are often no more than a tactic to move a meeting on or to indulge a particular directorrsquos hobby horse

Boards also need to agree on performance metrics that are relevant at the board level These should flow easily from the kind of high level statement of purpose and strategic outcomes that are fundamental to the boardrsquos fulfilment of its direction giving responsibility4

009

3 httpswwwboardprohubcomblogwriting-a-ceo-report-that-delights-your-bo-ard

4 Graeme Nahkies lsquoWhy your current strategic plan is probably little use as a gover-nance toolrsquo

03 Wersquove described above a series of common concerns directors express about shortcomings in board meeting packs While directors are expected to use their initiative to access other relevant sources of information the board meeting pack is the single most important channel for the information most boards rely on To be effective therefore boards need meeting packs that contain relevant and reliable information available when they need it and in sufficient quantity They also need it in a form they can engage with efficiently and still emerge with the level of understanding they need

That board packs are widely panned as unfit for purpose underlines a major board performance problem Rather than is usually the case - blaming management for board pack deficiencies - boards should be looking among other things to their own culpability But management too has a part to play So where should we start

008

03How Can Board Pack Shortcomings Be Fixed

Improve board alignment and discipline

Management operates under authority delegated by the board Therefore to a considerable extent the board must do its job first It must express itself clearly to management about what it needs to know to discharge its core responsibility to direct and control the organisation The content of board papers their format timeliness and length are therefore matters on which the board should set expectations and provide direction to management on what is required For instance specifying templates such as the BoardPro CEO Report Template3 (rated 1 on Google) is a great starting point

Often the problem with overloaded board packs and excessively long board papers is that directors have never systematically considered and agreed what information the board needs On top of that boards tend to treat management time as a lsquofree goodrsquo They are often too quick to ask management for additional information without questioning (or being questioned) whether the result will be worth the resource required Board requests to management for more information are often no more than a tactic to move a meeting on or to indulge a particular directorrsquos hobby horse

Boards also need to agree on performance metrics that are relevant at the board level These should flow easily from the kind of high level statement of purpose and strategic outcomes that are fundamental to the boardrsquos fulfilment of its direction giving responsibility4

009

3 httpswwwboardprohubcomblogwriting-a-ceo-report-that-delights-your-bo-ard

4 Graeme Nahkies lsquoWhy your current strategic plan is probably little use as a gover-nance toolrsquo

Improve board alignment and discipline

Management operates under authority delegated by the board Therefore to a considerable extent the board must do its job first It must express itself clearly to management about what it needs to know to discharge its core responsibility to direct and control the organisation The content of board papers their format timeliness and length are therefore matters on which the board should set expectations and provide direction to management on what is required For instance specifying templates such as the BoardPro CEO Report Template3 (rated 1 on Google) is a great starting point

Often the problem with overloaded board packs and excessively long board papers is that directors have never systematically considered and agreed what information the board needs On top of that boards tend to treat management time as a lsquofree goodrsquo They are often too quick to ask management for additional information without questioning (or being questioned) whether the result will be worth the resource required Board requests to management for more information are often no more than a tactic to move a meeting on or to indulge a particular directorrsquos hobby horse

Boards also need to agree on performance metrics that are relevant at the board level These should flow easily from the kind of high level statement of purpose and strategic outcomes that are fundamental to the boardrsquos fulfilment of its direction giving responsibility4

009

3 httpswwwboardprohubcomblogwriting-a-ceo-report-that-delights-your-bo-ard

4 Graeme Nahkies lsquoWhy your current strategic plan is probably little use as a gover-nance toolrsquo

Work to a brief

A great deal of time and trouble would be saved if those tasked with preparing board papers were given a clear brief What needs to be made clear in particular is the purpose of the paper and the specific questions that need to be answered For example in a decision paper what are the key decision making criteria that must be satisfied

This basic specification should apply no matter where it is initiated It might seem an extra and even unnecessary step but it saves a lot of time and unnecessary frustration in the end Not least it reduces the risk that the resultant documents will have significant gaps or be overloaded with irrelevant material

An important aspect of defining the brief is to set realistic expectations about timing Some board requests justify urgency but many do not Deadlines can and should be negotiated This is not usually a problem with important decision papers and routine monitoring reports but ad hoc requests for additional information are often problematic In this executives are often their own worst enemy ndash too readily agreeing in the heat of a board meeting to supply additional material without thought to the availability of preparation time or the opportunity costs to other commitments

Insist that all documents prepared for the board follow a template

Many board packs seem like the proverbial lsquodogrsquos breakfastrsquo as a result of leaving the choice of structure format and all the other variables to each writer Consequently whether a board paper is easily digestible by its intended audience or even useful is a bit of a lottery

BoardProrsquos default board agenda template is a good starting point as it structures the pack from the most to least critical matters in a format that is easy to consume

0010

It should be a requirement that anyone preparing a board paper for whatever purpose follows an appropriate organisation-wide template A predetermined structure and a well-designed format help writers improve the quality of their content

Consistency of construction and presentation of documents not only makes them look more professional but makes it easier for directors to read and absorb their content

Templates also help ensure board papers have a proper narrative structure with like any good story a beginning a middle and an end and logical flow between each Despite some boardrsquos misplaced enthusiasm for papers drafted in bullet points a narrative form is necessary to force writers to explain themselves properly and to enhance the readerrsquos understanding and retention

Boards everywhere are looking to board pack content to prioritise analysis and insight over data and to help lift the boardrsquos attention into the future-facing strategic realm

Templates help ensure that essential content is not missed out Key questions can be included in templates offering the kind of checklist benefit found worthwhile in other high pressure decision making environments5

Train your staff

Governance training tends to focus on the board and its members but many of the shortcomings in board packs are because staff supporting the board do not understand the boardrsquos role and what directors need to do their job

Those staff preparing materials for the board ndash from the chief executive down - need to understand their lsquocustomerrsquosrsquo perspective and requirements6

0011

5 These are well explained in Atul Gawandersquos The Checklist Manifesto

6 In saying that report writers need to understand what the board needs it assumes the board itself knows which is not a given Too many boards act as if they are little more than ma-nagement committees constantly delving into operational detail and decisions which have been delegated to management

It should be a requirement that anyone preparing a board paper for whatever purpose follows an appropriate organisation-wide template A predetermined structure and a well-designed format help writers improve the quality of their content

Consistency of construction and presentation of documents not only makes them look more professional but makes it easier for directors to read and absorb their content

Templates also help ensure board papers have a proper narrative structure with like any good story a beginning a middle and an end and logical flow between each Despite some boardrsquos misplaced enthusiasm for papers drafted in bullet points a narrative form is necessary to force writers to explain themselves properly and to enhance the readerrsquos understanding and retention

Boards everywhere are looking to board pack content to prioritise analysis and insight over data and to help lift the boardrsquos attention into the future-facing strategic realm

Templates help ensure that essential content is not missed out Key questions can be included in templates offering the kind of checklist benefit found worthwhile in other high pressure decision making environments5

Train your staff

Governance training tends to focus on the board and its members but many of the shortcomings in board packs are because staff supporting the board do not understand the boardrsquos role and what directors need to do their job

Those staff preparing materials for the board ndash from the chief executive down - need to understand their lsquocustomerrsquosrsquo perspective and requirements6

0011

5 These are well explained in Atul Gawandersquos The Checklist Manifesto

6 In saying that report writers need to understand what the board needs it assumes the board itself knows which is not a given Too many boards act as if they are little more than ma-nagement committees constantly delving into operational detail and decisions which have been delegated to management

Sadly many of also need to be taught how to express themselves in lsquoplain Englishrsquo

There are some fundamentals that board pack contributors need to understand For example

bull Board packs are not where writers show off how much they know It is where they present as concisely as possible a clear problem definition objective analysis and valid evidence so the board can reach a conclusion and make a decision

bull Board papers need to be honest about where for example things are falling short of plan Directors become very suspicious about what is being hidden when faced with a board pack that is little more than a highlights package The board pack should sign-post anything that should be of concern to the board

bull Directors are easily distracted by clumsy and error ridden writing (spelling mistakes grammatical errors wordiness etc) and are likely to judge the content the writer is trying to convey as similarly suspect

bull Board meetings are expensive to convene even if only terms of peoplersquos time Ideally therefore what is put to a board meeting should demand action by the board Writers should ask themselves lsquoif this were the only item on the agenda would it still justify the board meetingrsquo Unfortunately as a basis for stimulating and value adding board meeting dialogue the content of many board packs is a signal to directors to review their e-mail

Seek balance in how board pack content is presented

Board papers that are either word or data dense are likely to achieve less than the purpose for which they are prepared

Finance reports for example tend to be data driven but they still need commentary to interpret and explain the significance of the data and offer analysis and insight Most finance reports could considerably improve the readerrsquos experience by converting data points into relevant ratios and then into graphs that tell the story of the financial condition of the organisation at a glance

0012

Where is it now where has it come from and where might it be going (projections) Directors should not have to undertake an almost forensic analysis of the numbers as part of their board meeting prep any more than they would be expected to delve into the chemical notation of say a manufacturing process Discussion of what the numbers mean and where they might be leading should be discussed but starting with a management-provided analysis

Historical accounting measures are not the only way to judge organisational performance Non-financial measures are increasingly acknowledged as central to understanding organisational performance and well-being

Word-dense papers can also be improved considerably with visuals of various kinds Photos graphs illustrations and hyper-links to short videos can immediately improve the readers understanding of the activity or assets referred to The aim is to inform and educate and to illustrate key points in the text

Another balance that needs to be struck is between backward and forward facing performance indicators Boards need lsquoleadingrsquo as well as the more traditional lagging indicators

No matter what is initially drafted condense it further

The oft-quoted Australian court case in 2011 concerning the collapse of a company called lsquoCentrorsquo reportedly revolved around two key pages in a board pack running to nearly 1200 pages The judge was unequivocal about two things Firstly if critical information was missed because of an overload problem the board could have prevented it Secondly no matter what the volume is of material provided to directors they need to take the time to read and understand it

Depending on directorsrsquo reading speed it might be realistic to expect that an lsquoaveragersquo director preparing for a meeting can get through about 30 pages an hour It is easy to do the sums and the message is clear board packs need to be reduced in size

Outside of (and in addition to) a ruthless culling of the board meeting agenda how can this be achieved

0013

bull Be prescriptive about the maximum length of board papers Whatever size is chosen will be arbitrary to some extent but 10 pages should be more than enough for most topics

bull Eliminate content that is just lsquonice to knowrsquo ndash and make it available in another form at another time in a location accessible by directors who are interested Directors need to understand that what is in the board pack is lsquoneed to knowrsquo down to the last word

bull In performance monitoring use exception reporting Only report that which is outside an acceptable range of variance determined by the board (eg plusmn5)

bull Have the board agree the frequency with each metric needs to be reported Many performance indicators change little from one meeting cycle to the next Look at these two or three times a year and in the meantime do not pad out reports with content that has no information value

Summarise the content of each document

Every board paper longer than say two pages should be preceded by an executive summary no longer than one page An executive summary should cover

bull The purpose of the paper

bull The context and substance of the matter

bull The main issuesquestions addressed

bull The conclusions

bull The recommendations (ie the board action proposed)

This discipline should also be applied to the kind of documents from outside sources (eg industry publications sector analyses consultantsrsquo reports etc) that are usually included in the board pack without any guidance to directors as to their relevance to the boardrsquos interests key conclusions points to note etc

Forcing the prior preparation of a cover note would greatly reduce the number of

0014

these documents added to the board pack Better still it would force a proper board paper to be prepared on the significance of such a document if it were in the lsquoneed to knowrsquo category

Include an explicit quality control step before the board pack is distributed

Chief Executives should be clear that they are accountable for everything in the board pack They have implicitly approved all the content even if they have not authored it themselves Boards should reinforce that

Where resources are available it is desirable to nominate someone as the board pack quality controller The board secretary or company secretary are obvious candidates The QA role is to ensure that material supplied for the board pack is ready to go out to board members In other words that it

bull relates to an item in the most up-to-date version of the agenda

bull is on schedule and will allow board members adequate preparation time

bull fulfils the brief

bull is template compliant

bull is free of obvious writing errors

Another aspect of the quality check is for completeness A good test for this is whether a paper or report still needs to be lsquopresentedrsquo or can be lsquotaken as readrsquo Ideally all board pack materials should be self-explanatory and apart from any necessary verbal updates require no further introduction at the meeting This allows valuable board meeting time to be used for questions discussion and deliberation

Ideally there would also be an inhouse peer review requirement and perhaps even the scrutiny of a separate editor At the very least all writers should be expected to use one of the readily available on-line editing tools like for example Grammarly

0015

Finally add a board pack lsquoroad-maprsquo

Directors benefit greatly from a short document that offers a guide to the coming meeting and the materials that are provided to support it It is a great aid to directors preparation because it offers a holistic view of the meeting Rather than just a series of separate items on an agenda it is a steer on the main focus of the meeting its relevance to the boardrsquos priorities and the decisions that need to be made It helps each director to think about where they can and should add value It means that instead of starting their review at the beginning of the board pack and working laboriously through to the end each director can go straight to the parts to which they need to pay the greatest attention

Ideally this overview or lsquoroadmaprsquo is prepared by the chair because it is an opportunity for the board leader to signal to colleagues what the meeting must achieve where its focus must lie and how consequently the meeting needs to be conducted However we have also seen very good examples prepared by chief executives either separate from or as part of their lsquoChief Executiversquos Reportrsquo Too many Chief Executive Reports are an unnecessary rehash of financial and operating results that are included elsewhere in the board pack The most effective one is a first person narrative that sets the stage for the meeting and features the lsquobig picturersquo of the state of the business and its strategic outlook This is also an opportunity for chief executives to highlight the matters that during the meeting the board should pay particular attention to

0016

For over 25 years BoardWorks has worked with boards and their executive teams to achieve excellence in the governance of their organisations

Board Works is a strategic advisory partner to BoardPro and a regular contributor to BoardProrsquos blog articles (httpswwwboardprohubcomblog )

BoardWorks can assist you with

bull Advice and assistance based on the best thinking internationally on governing board accountability and boardroom performance improvement opportunities

bull Facilitation and coaching in the effective design and conduct of core board processes including strategic thinking key decision making and risk characterisation

bull Governance training ndash professional development specific to the boardroom environment that increases board and individual director capability

bull Consulting on the way in which board dynamics relates to the collective leadership that is inherent in governance roles

bull Achieving real enjoyment and satisfaction from your governance role

Visit at wwwboardworksnz

0017

About BoardWorks

Where is it now where has it come from and where might it be going (projections) Directors should not have to undertake an almost forensic analysis of the numbers as part of their board meeting prep any more than they would be expected to delve into the chemical notation of say a manufacturing process Discussion of what the numbers mean and where they might be leading should be discussed but starting with a management-provided analysis

Historical accounting measures are not the only way to judge organisational performance Non-financial measures are increasingly acknowledged as central to understanding organisational performance and well-being

Word-dense papers can also be improved considerably with visuals of various kinds Photos graphs illustrations and hyper-links to short videos can immediately improve the readers understanding of the activity or assets referred to The aim is to inform and educate and to illustrate key points in the text

Another balance that needs to be struck is between backward and forward facing performance indicators Boards need lsquoleadingrsquo as well as the more traditional lagging indicators

No matter what is initially drafted condense it further

The oft-quoted Australian court case in 2011 concerning the collapse of a company called lsquoCentrorsquo reportedly revolved around two key pages in a board pack running to nearly 1200 pages The judge was unequivocal about two things Firstly if critical information was missed because of an overload problem the board could have prevented it Secondly no matter what the volume is of material provided to directors they need to take the time to read and understand it

Depending on directorsrsquo reading speed it might be realistic to expect that an lsquoaveragersquo director preparing for a meeting can get through about 30 pages an hour It is easy to do the sums and the message is clear board packs need to be reduced in size

Outside of (and in addition to) a ruthless culling of the board meeting agenda how can this be achieved

0013

bull Be prescriptive about the maximum length of board papers Whatever size is chosen will be arbitrary to some extent but 10 pages should be more than enough for most topics

bull Eliminate content that is just lsquonice to knowrsquo ndash and make it available in another form at another time in a location accessible by directors who are interested Directors need to understand that what is in the board pack is lsquoneed to knowrsquo down to the last word

bull In performance monitoring use exception reporting Only report that which is outside an acceptable range of variance determined by the board (eg plusmn5)

bull Have the board agree the frequency with each metric needs to be reported Many performance indicators change little from one meeting cycle to the next Look at these two or three times a year and in the meantime do not pad out reports with content that has no information value

Summarise the content of each document

Every board paper longer than say two pages should be preceded by an executive summary no longer than one page An executive summary should cover

bull The purpose of the paper

bull The context and substance of the matter

bull The main issuesquestions addressed

bull The conclusions

bull The recommendations (ie the board action proposed)

This discipline should also be applied to the kind of documents from outside sources (eg industry publications sector analyses consultantsrsquo reports etc) that are usually included in the board pack without any guidance to directors as to their relevance to the boardrsquos interests key conclusions points to note etc

Forcing the prior preparation of a cover note would greatly reduce the number of

0014

these documents added to the board pack Better still it would force a proper board paper to be prepared on the significance of such a document if it were in the lsquoneed to knowrsquo category

Include an explicit quality control step before the board pack is distributed

Chief Executives should be clear that they are accountable for everything in the board pack They have implicitly approved all the content even if they have not authored it themselves Boards should reinforce that

Where resources are available it is desirable to nominate someone as the board pack quality controller The board secretary or company secretary are obvious candidates The QA role is to ensure that material supplied for the board pack is ready to go out to board members In other words that it

bull relates to an item in the most up-to-date version of the agenda

bull is on schedule and will allow board members adequate preparation time

bull fulfils the brief

bull is template compliant

bull is free of obvious writing errors

Another aspect of the quality check is for completeness A good test for this is whether a paper or report still needs to be lsquopresentedrsquo or can be lsquotaken as readrsquo Ideally all board pack materials should be self-explanatory and apart from any necessary verbal updates require no further introduction at the meeting This allows valuable board meeting time to be used for questions discussion and deliberation

Ideally there would also be an inhouse peer review requirement and perhaps even the scrutiny of a separate editor At the very least all writers should be expected to use one of the readily available on-line editing tools like for example Grammarly

0015

Finally add a board pack lsquoroad-maprsquo

Directors benefit greatly from a short document that offers a guide to the coming meeting and the materials that are provided to support it It is a great aid to directors preparation because it offers a holistic view of the meeting Rather than just a series of separate items on an agenda it is a steer on the main focus of the meeting its relevance to the boardrsquos priorities and the decisions that need to be made It helps each director to think about where they can and should add value It means that instead of starting their review at the beginning of the board pack and working laboriously through to the end each director can go straight to the parts to which they need to pay the greatest attention

Ideally this overview or lsquoroadmaprsquo is prepared by the chair because it is an opportunity for the board leader to signal to colleagues what the meeting must achieve where its focus must lie and how consequently the meeting needs to be conducted However we have also seen very good examples prepared by chief executives either separate from or as part of their lsquoChief Executiversquos Reportrsquo Too many Chief Executive Reports are an unnecessary rehash of financial and operating results that are included elsewhere in the board pack The most effective one is a first person narrative that sets the stage for the meeting and features the lsquobig picturersquo of the state of the business and its strategic outlook This is also an opportunity for chief executives to highlight the matters that during the meeting the board should pay particular attention to

0016

For over 25 years BoardWorks has worked with boards and their executive teams to achieve excellence in the governance of their organisations

Board Works is a strategic advisory partner to BoardPro and a regular contributor to BoardProrsquos blog articles (httpswwwboardprohubcomblog )

BoardWorks can assist you with

bull Advice and assistance based on the best thinking internationally on governing board accountability and boardroom performance improvement opportunities

bull Facilitation and coaching in the effective design and conduct of core board processes including strategic thinking key decision making and risk characterisation

bull Governance training ndash professional development specific to the boardroom environment that increases board and individual director capability

bull Consulting on the way in which board dynamics relates to the collective leadership that is inherent in governance roles

bull Achieving real enjoyment and satisfaction from your governance role

Visit at wwwboardworksnz

0017

About BoardWorks

bull Be prescriptive about the maximum length of board papers Whatever size is chosen will be arbitrary to some extent but 10 pages should be more than enough for most topics

bull Eliminate content that is just lsquonice to knowrsquo ndash and make it available in another form at another time in a location accessible by directors who are interested Directors need to understand that what is in the board pack is lsquoneed to knowrsquo down to the last word

bull In performance monitoring use exception reporting Only report that which is outside an acceptable range of variance determined by the board (eg plusmn5)

bull Have the board agree the frequency with each metric needs to be reported Many performance indicators change little from one meeting cycle to the next Look at these two or three times a year and in the meantime do not pad out reports with content that has no information value

Summarise the content of each document

Every board paper longer than say two pages should be preceded by an executive summary no longer than one page An executive summary should cover

bull The purpose of the paper

bull The context and substance of the matter

bull The main issuesquestions addressed

bull The conclusions

bull The recommendations (ie the board action proposed)

This discipline should also be applied to the kind of documents from outside sources (eg industry publications sector analyses consultantsrsquo reports etc) that are usually included in the board pack without any guidance to directors as to their relevance to the boardrsquos interests key conclusions points to note etc

Forcing the prior preparation of a cover note would greatly reduce the number of

0014

these documents added to the board pack Better still it would force a proper board paper to be prepared on the significance of such a document if it were in the lsquoneed to knowrsquo category

Include an explicit quality control step before the board pack is distributed

Chief Executives should be clear that they are accountable for everything in the board pack They have implicitly approved all the content even if they have not authored it themselves Boards should reinforce that

Where resources are available it is desirable to nominate someone as the board pack quality controller The board secretary or company secretary are obvious candidates The QA role is to ensure that material supplied for the board pack is ready to go out to board members In other words that it

bull relates to an item in the most up-to-date version of the agenda

bull is on schedule and will allow board members adequate preparation time

bull fulfils the brief

bull is template compliant

bull is free of obvious writing errors

Another aspect of the quality check is for completeness A good test for this is whether a paper or report still needs to be lsquopresentedrsquo or can be lsquotaken as readrsquo Ideally all board pack materials should be self-explanatory and apart from any necessary verbal updates require no further introduction at the meeting This allows valuable board meeting time to be used for questions discussion and deliberation

Ideally there would also be an inhouse peer review requirement and perhaps even the scrutiny of a separate editor At the very least all writers should be expected to use one of the readily available on-line editing tools like for example Grammarly

0015

Finally add a board pack lsquoroad-maprsquo

Directors benefit greatly from a short document that offers a guide to the coming meeting and the materials that are provided to support it It is a great aid to directors preparation because it offers a holistic view of the meeting Rather than just a series of separate items on an agenda it is a steer on the main focus of the meeting its relevance to the boardrsquos priorities and the decisions that need to be made It helps each director to think about where they can and should add value It means that instead of starting their review at the beginning of the board pack and working laboriously through to the end each director can go straight to the parts to which they need to pay the greatest attention

Ideally this overview or lsquoroadmaprsquo is prepared by the chair because it is an opportunity for the board leader to signal to colleagues what the meeting must achieve where its focus must lie and how consequently the meeting needs to be conducted However we have also seen very good examples prepared by chief executives either separate from or as part of their lsquoChief Executiversquos Reportrsquo Too many Chief Executive Reports are an unnecessary rehash of financial and operating results that are included elsewhere in the board pack The most effective one is a first person narrative that sets the stage for the meeting and features the lsquobig picturersquo of the state of the business and its strategic outlook This is also an opportunity for chief executives to highlight the matters that during the meeting the board should pay particular attention to

0016

For over 25 years BoardWorks has worked with boards and their executive teams to achieve excellence in the governance of their organisations

Board Works is a strategic advisory partner to BoardPro and a regular contributor to BoardProrsquos blog articles (httpswwwboardprohubcomblog )

BoardWorks can assist you with

bull Advice and assistance based on the best thinking internationally on governing board accountability and boardroom performance improvement opportunities

bull Facilitation and coaching in the effective design and conduct of core board processes including strategic thinking key decision making and risk characterisation

bull Governance training ndash professional development specific to the boardroom environment that increases board and individual director capability

bull Consulting on the way in which board dynamics relates to the collective leadership that is inherent in governance roles

bull Achieving real enjoyment and satisfaction from your governance role

Visit at wwwboardworksnz

0017

About BoardWorks

these documents added to the board pack Better still it would force a proper board paper to be prepared on the significance of such a document if it were in the lsquoneed to knowrsquo category

Include an explicit quality control step before the board pack is distributed

Chief Executives should be clear that they are accountable for everything in the board pack They have implicitly approved all the content even if they have not authored it themselves Boards should reinforce that

Where resources are available it is desirable to nominate someone as the board pack quality controller The board secretary or company secretary are obvious candidates The QA role is to ensure that material supplied for the board pack is ready to go out to board members In other words that it

bull relates to an item in the most up-to-date version of the agenda

bull is on schedule and will allow board members adequate preparation time

bull fulfils the brief

bull is template compliant

bull is free of obvious writing errors

Another aspect of the quality check is for completeness A good test for this is whether a paper or report still needs to be lsquopresentedrsquo or can be lsquotaken as readrsquo Ideally all board pack materials should be self-explanatory and apart from any necessary verbal updates require no further introduction at the meeting This allows valuable board meeting time to be used for questions discussion and deliberation

Ideally there would also be an inhouse peer review requirement and perhaps even the scrutiny of a separate editor At the very least all writers should be expected to use one of the readily available on-line editing tools like for example Grammarly

0015

Finally add a board pack lsquoroad-maprsquo

Directors benefit greatly from a short document that offers a guide to the coming meeting and the materials that are provided to support it It is a great aid to directors preparation because it offers a holistic view of the meeting Rather than just a series of separate items on an agenda it is a steer on the main focus of the meeting its relevance to the boardrsquos priorities and the decisions that need to be made It helps each director to think about where they can and should add value It means that instead of starting their review at the beginning of the board pack and working laboriously through to the end each director can go straight to the parts to which they need to pay the greatest attention

Ideally this overview or lsquoroadmaprsquo is prepared by the chair because it is an opportunity for the board leader to signal to colleagues what the meeting must achieve where its focus must lie and how consequently the meeting needs to be conducted However we have also seen very good examples prepared by chief executives either separate from or as part of their lsquoChief Executiversquos Reportrsquo Too many Chief Executive Reports are an unnecessary rehash of financial and operating results that are included elsewhere in the board pack The most effective one is a first person narrative that sets the stage for the meeting and features the lsquobig picturersquo of the state of the business and its strategic outlook This is also an opportunity for chief executives to highlight the matters that during the meeting the board should pay particular attention to

0016

For over 25 years BoardWorks has worked with boards and their executive teams to achieve excellence in the governance of their organisations

Board Works is a strategic advisory partner to BoardPro and a regular contributor to BoardProrsquos blog articles (httpswwwboardprohubcomblog )

BoardWorks can assist you with

bull Advice and assistance based on the best thinking internationally on governing board accountability and boardroom performance improvement opportunities

bull Facilitation and coaching in the effective design and conduct of core board processes including strategic thinking key decision making and risk characterisation

bull Governance training ndash professional development specific to the boardroom environment that increases board and individual director capability

bull Consulting on the way in which board dynamics relates to the collective leadership that is inherent in governance roles

bull Achieving real enjoyment and satisfaction from your governance role

Visit at wwwboardworksnz

0017

About BoardWorks

Finally add a board pack lsquoroad-maprsquo

Directors benefit greatly from a short document that offers a guide to the coming meeting and the materials that are provided to support it It is a great aid to directors preparation because it offers a holistic view of the meeting Rather than just a series of separate items on an agenda it is a steer on the main focus of the meeting its relevance to the boardrsquos priorities and the decisions that need to be made It helps each director to think about where they can and should add value It means that instead of starting their review at the beginning of the board pack and working laboriously through to the end each director can go straight to the parts to which they need to pay the greatest attention

Ideally this overview or lsquoroadmaprsquo is prepared by the chair because it is an opportunity for the board leader to signal to colleagues what the meeting must achieve where its focus must lie and how consequently the meeting needs to be conducted However we have also seen very good examples prepared by chief executives either separate from or as part of their lsquoChief Executiversquos Reportrsquo Too many Chief Executive Reports are an unnecessary rehash of financial and operating results that are included elsewhere in the board pack The most effective one is a first person narrative that sets the stage for the meeting and features the lsquobig picturersquo of the state of the business and its strategic outlook This is also an opportunity for chief executives to highlight the matters that during the meeting the board should pay particular attention to

0016

For over 25 years BoardWorks has worked with boards and their executive teams to achieve excellence in the governance of their organisations

Board Works is a strategic advisory partner to BoardPro and a regular contributor to BoardProrsquos blog articles (httpswwwboardprohubcomblog )

BoardWorks can assist you with

bull Advice and assistance based on the best thinking internationally on governing board accountability and boardroom performance improvement opportunities

bull Facilitation and coaching in the effective design and conduct of core board processes including strategic thinking key decision making and risk characterisation

bull Governance training ndash professional development specific to the boardroom environment that increases board and individual director capability

bull Consulting on the way in which board dynamics relates to the collective leadership that is inherent in governance roles

bull Achieving real enjoyment and satisfaction from your governance role

Visit at wwwboardworksnz

0017

About BoardWorks

For over 25 years BoardWorks has worked with boards and their executive teams to achieve excellence in the governance of their organisations

Board Works is a strategic advisory partner to BoardPro and a regular contributor to BoardProrsquos blog articles (httpswwwboardprohubcomblog )

BoardWorks can assist you with

bull Advice and assistance based on the best thinking internationally on governing board accountability and boardroom performance improvement opportunities

bull Facilitation and coaching in the effective design and conduct of core board processes including strategic thinking key decision making and risk characterisation

bull Governance training ndash professional development specific to the boardroom environment that increases board and individual director capability

bull Consulting on the way in which board dynamics relates to the collective leadership that is inherent in governance roles

bull Achieving real enjoyment and satisfaction from your governance role

Visit at wwwboardworksnz

0017

About BoardWorks

BoardPro Whitepaper 2021

0018

Our mission is to help businesses and nonprofits deliver more impact and value for their organisation

We exist to increase boardroom productivity and create better functioning boards We donrsquot believe good governance processes should be left to the domain of larger companies We know that all parties in a boardmanagement relationship want to use their time and resources most efficiently and productively We found that a product that helped with the processes workflows and guidance to work on the right things was missing from the market

So we developed BoardPro in partnership with some of the best independent directors and most progressive CEOs

Visit at wwwboardprohubcom

About BoardPro